Act No. 253 / 2016 Coll.
Act amending Act No. 77 / 1997 Coll., on State Enterprise, as amended
Valid
Law
Effective from 01.01.2017
Text versions:
01.01.2017
05.08.2016
Zobrazeno prvních 200 z celkem 245 ustanovení tohoto předpisu.
Zobrazit celý předpis →
Pro stažení celého znění použijte tlačítko Stáhnout výše.
253
THE LAW
of 14 July 2016
amending Act No 77 / 1997 Coll., on a State Company, as amended
Parliament has decided on this law of the Czech Republic:
Act No. 77 / 1997 Coll., on State Company, as amended by Act No. 30 / 2000 Coll., Act No. 220 / 2000 Coll., Act No. 103 / 2001 Coll., Act No. 77 / 2002 Coll., Act No. 202 / 2002 Coll., Act No. 480 / 2003 Coll., Act No. 110 / 2007 Coll., Act No. 296 / 2007 Coll., Act No. 213 / 2013 Coll. and Act No. 319 / 2015 Coll., are amended as follows:
1. Paragraph 2, including the title, reads:
Basic provisions
(1) The undertaking is a state organisation and a legal person through which the State exercises its ownership rights. The undertaking shall carry out on its own behalf and under its own responsibility business activities in order to fulfil the important strategic, economic, social, security or other interests of the State.
(2) The undertaking has the right to manage the State's assets and does not have its own assets.
(3) The name of the joint venture shall be the sum of the monetary expression of the value of the real estate and movable property provided for in the instrument of incorporation for which the firm has the right to manage its establishment. Stem assets and minimum amounts shall be entered in the Commercial Register.
(4) The founder may increase the company's ordinary capital by the assets acquired by the company during the course of its business.
(5) In the course of the activity of the company, the founder may reduce the joint capital of the company in order to cover the losses of the company, where there is a need for a reduction in the joint capital of the company under a special law or a decision by the competent public authority. The reduction of the company's ordinary capital shall be without prejudice to the minimum amount of the company's ordinary capital laid down in the instrument of incorporation for the establishment of the company.
(6) The founder shall publish the decision on the reduction of the enterprise's ordinary capital within 15 days of the date of its adoption twice in succession with a time interval of 30 days. At the same time, the founder shall invite in writing the known creditors of the undertaking whose claims against the undertaking arose before the moment of the decision to reduce the share capital to make their claims against the undertaking within 90 days of the publication of the last notification, unless it is a reduction in the share capital in order to pay the loss.
(7) The undertaking shall provide or satisfy the creditor who has agreed otherwise with the creditor who has entered into a claim against the undertaking in a timely manner, the appropriate security of that claim. This is not the case if it does not deteriorate by reducing the share capital of the company's receivables.
(8) The property of the undertaking is the property of the State with which the undertaking has the right to manage. The assets of the undertaking and the debts of the undertaking are the assets of the undertaking.
(9) The designated property is the property of a State which is defined as the designated property of an undertaking in the instrument of incorporation. The designated assets of the holding shall be entered in the Commercial Register. ';
footnote 1 is deleted.
2. Paragraph 3 (2) is deleted.
Paragraphs 3 to 6 shall become paragraphs 2 to 5.
3. In Paragraph 3 (2), "liabilities' is replaced by" debts'.
4. Paragraph 3 (5) is deleted.
5. In the heading of Part Two, the word "RECEIVED 'is inserted after the word" REPEAL'.
6. Paragraph 4 (2) reads as follows:
"(2) The authenticity of the signature of the person acting as founder shall be officially verified on the instrument of incorporation. ';
7. in Article 4 (3) (b):
"(b) the name and registered office of the undertaking; the title includes the designation" State Enterprise ', which may be replaced by the abbreviation "s.p.'; ';
8. in Article 4 (3) (c):
"(c) the subject matter of the business and the purpose for which the undertaking is set up;"
9. In Article 4 (3), at the end of point (d), the words "designated property and its item specification 'shall be added;
(10) In Paragraph 4 (3) (e), the words "the State (2) with which the undertaking has the right to manage" shall be replaced by the words "the undertaking; the valuation of the assets shall be based on the amount of the valuation in the accounts of the entity that last accounted for that property (2)."
footnote 2:
"2) Paragraph 25 (6) of Act No. 563 / 1991 Coll., on Accounting, as amended."
11. in Article 4 (3) (f) and (g):
"(f) the name of the first director,
(g) the number of members of the Supervisory Board and the names of the first members of the Supervisory Board; ';
12. in Article 4 (3) (i), the words "and its officially certified signature" shall be deleted;
13. in Article 4 (4), the word "State" is replaced by the word "undertaking."
14. footnote 3 reads:
"3) § 126 (1) of Act No. 89 / 2012 Coll., Civil Code. '.
15. in Article 5 (2), point (c), including footnote 4, shall be deleted;
Point (d) shall be renumbered (c).
16. in Article 6 (1) and (2):
"(1) The undertaking shall be abolished by decision of the founder on the cancellation of the undertaking with or without the legal successor.
(2) The founder shall decide on the cancellation of the undertaking referred to in paragraph 1 only after the prior approval of the Government. "
footnote 6 is deleted.
17. in Article 6 (3), the words "or" shall be added at the end of point (a) and in point (b) shall be inserted after the words "required";
18. in Article 6 (3), point (c) is deleted;
Points (d) and (e) shall be renumbered (c) and (d).
19. in Article 6 (3) (c), the words "[Article 4 (3) (g)]" shall be deleted and the words "or" shall be replaced by a dot.
20. in Article 6 (3), point (c) is deleted;
21. in Article 6 (3), point (d) is deleted;
22. In Article 6, the following paragraph 4 is inserted after paragraph 3:
"(4) In particular, the founder may cancel the undertaking if:
(a) the establishment or conversion of an undertaking infringes the law;
(b) the undertaking infringes the provisions of the instrument of incorporation relating to the subject matter of the business, to the minimum amount of the joint venture or to the property of the undertaking in breach of law; or
(c) for other reasons, on the basis of a proposal from the person who certifies the legal interest. "
Paragraphs 4 and 5 shall become paragraphs 5 and 6.
23. in Article 6 (5), the words "and 4" shall be inserted after the words "to decide," and the words "for which" shall be replaced by the words "for which."
24. in Article 6, paragraph 6 is deleted;
25. The group title above the title of Section 7 reads: "Transformation of enterprise."
Article 26 (7) reads:
(1) The merger or division of the undertaking takes place on the basis of the decision of the founder.
(2) In cases of division of an undertaking, the founder of an undertaking which becomes employees of the company being acquired shall decide which of the following undertakings shall be employed.
(3) In cases not covered by this law, the merger and division of the undertaking shall be treated mutatis mutandis in accordance with the provisions of the Civil Code governing the conversion of a legal person. '.
27. The following Section 7a is inserted after Section 7, including footnote 24:
(1) The designated assets of the participating undertakings must be defined and registered as the designated assets of the acquiring undertakings. Any distribution of the designated assets between the acquiring undertakings shall be decided by the founder.
(2) The decision of the founder on the merger of undertakings is without prejudice to the obligation for undertakings to apply for a concentration permit under the law governing the protection of competition (24). A decision authorising a concentration or rejecting an application for such a decision shall be binding on undertakings and their founders.
(3) The founder shall inform the relevant trade union authority of the merger or division of the undertaking no later than three months before the merger or division of the undertaking. In the absence of a trade union organisation in the undertaking, employees shall be informed of these organisational changes in an appropriate and verifiable manner.
(4) In connection with the division of the undertaking, the founder shall issue instruments of incorporation for the newly created undertakings and adjust the instruments of incorporation of the undertakings affected by the division.
24) Act No. 143 / 2001 Coll., on the Protection of Competition and on the amendment of certain laws (Law on the Protection of Competition), as amended. '
28.
(1) The name of the deceased undertaking is transferred to the successor undertakings to the extent specified in the decision of the founder of the division.
(2) If it is not clear from the decision of the founder on the division of the holding which undertaking has the right to manage a part of the assets of the participating undertaking, it shall have the right to manage that part jointly and severally each successor undertaking; This does not apply if it is a real estate item registered in the Real Estate Register. ';
29. Paragraph 9, including the title and footnote 25, reads as follows:
Disposal
(1) When a firm is wound up, the liquidator shall cash the property of the undertaking by public auction. In other ways, the liquidator may only dispose of the company's property after the former consent of the founder.
(2) A liquidator may enter into a contract to transfer real estate to the right to manage another undertaking or to manage the organisational units of a State or other State organisation only after the prior consent of the founder. The liquidator may, after prior agreement of the founder, enter into a contract for the free transfer of real estate into the law of another undertaking or the jurisdiction of an organisation of a State or other state organisation only where such transfer of real estate contributes to the prompt completion of the winding-up of the transferring undertaking and does not jeopardise the performance of its debts if the free transfer is more economical than any other way of dealing with real estate or if specific legislation so provides.
(3) The liquidator may, free of charge, transfer the immovable property to the ownership of a territorial unit or association of territorial authorities (25) only where such transfer of the immovable property is in the public interest or contributes to the prompt completion of the winding-up of the transferring undertaking without jeopardising the performance of its debts.
(4) The liquidator must not burden the immovable property with a lien or pre-purchase right and may not conclude a contract for a future purchase contract with respect to the immovable property; an exemption from this prohibition may be authorised by the founder where justified.
(5) The liquidator will offer the remaining assets of an undertaking which has not been otherwise disposed of for a free transfer by the State Representation Office in property matters. The liquidator can only make such an offer if the contributions to the State budget, tax, fees and other similar cash transactions and debts of the company in liquidation are settled. If the Office of State Representation accepts the property offer of the liquidator, the liquidator shall, after prior approval of the founder, conclude a contract for the free transfer of the remaining assets to its jurisdiction.
(6) The Founder is obliged to monitor the purpose of the liquidation in his action to influence the activity of the liquidator.
25) Article 46 of Act No. 128 / 2000 Coll., on Municipality (municipal establishment), as amended. § 24 of Act No. 129 / 2000 Coll., on Counties (Regional Establishment), as amended. '
footnote 7 is deleted.
30. A group title is inserted above the designation of Section 12, which reads: "Director 'and the heading of Section 12 is deleted.
31. footnote 8:
"8) § 33 (3) of Act No. 262 / 2006 Coll., Labour Code, as amended."
32. In Article 12, footnote 26 is added at the end of paragraph 3.
footnote 26 reads as follows:
"26) § 42 (c) of Act No. 304 / 2013 Coll., on public registers of legal and natural persons. '.
footnote 9 is deleted, including the footnote reference.
33. In Article 12, the words "and the organisation of internal management 'shall be added at the end of paragraph 4, and at the end of paragraph 4, the sentence" The Director may, after prior agreement of the founder, determine which internal organisational units shall be entered in the business register as separation plants.';
34. in Article 12 (5), "Article 13 (1)" is replaced by "this law."
35. The following Section 12a is inserted after Section 12, including footnote 27:
(1) The Director is obliged to take care of the proper economy and to ensure that the important strategic, economic, social, security and other interests of the State are pursued effectively, economically and efficiently. If it infringes the obligation of care of a proper operator and as a result benefits, it shall be obliged to grant the benefit thus obtained to the undertaking. If the issue of benefits is not possible, the director of the business will replace it in cash. In assessing whether the Director has acted with the care of a proper economy, care should always be taken to be taken by another reasonably careful person in a similar situation if he is in a similar position or function. The person who could reasonably assume, in good faith, that he was acting in the firm's informed and defensible interest, shall act with care and knowledge; This does not apply if such a decision has not been made with the necessary loyalty.
(2) Where damage is caused in the context of the conduct of the Director of an undertaking, the Director shall replace the damage caused to the undertaking within the scope of the Labour Code (27).
(3) Where, in proceedings before a court, it is examined whether the director of an undertaking has acted with the care of a proper operator, the burden of proof shall be borne by the Director, unless the court decides that this cannot be reasonably required of him.
(4) The provisions of paragraphs 1 to 3 shall apply mutatis mutandis to the Deputy Director.
27) § 257 of Act No. 262 / 2006 Coll., Labour Code, as amended. '
36. A group heading is inserted above the designation of Section 13, which reads: "Supervisory Board 'and heading 13 is deleted.
37. in Paragraph 13 (1) (a), the words "the State entrusted to the undertaking for business activities" shall be replaced by the words "the undertaking."
38. in Paragraph 13 (1) (e), the words "merger, merger or division" shall be replaced by the words "or conversion."
39. in Paragraph 13 (1), at the end of point (k), the dot is replaced by a comma and the following point (l) is added:
"(l) carry out other activities specified by the founder in the status of the undertaking."
40. In Paragraph 13, the following sentence is added at the end of paragraph 2: "The Supervisory Board shall elect a chairman from among its members who shall convene the meetings of the Supervisory Board and manage its activities. Each member of the Supervisory Board shall have one vote in the election of the Chairperson and shall require an absolute majority of all members of the Supervisory Board to be elected. ';
41.Paragraph 13 (3) reads as follows:
"(3) The members of the Supervisory Board shall be appointed and elected from among experts and representatives of the employees of the undertaking. The role of a member of the Supervisory Board shall be irreplaceable. ';
42. Footnote 10 reads:
"10) Act No. 262 / 2006 Coll., Labour Code, as amended."
43. In Article 13 (7), the word "proper 'is deleted, after the word" care' is inserted the words "proper operator 'and the word" damage' is replaced by the word "injury '.
44. The following Section 13a is inserted after Section 13:
(1) If the law or the Statute implies that the Director's conduct requires the approval of the Supervisory Board and the Supervisory Board does not give such approval to the Director, the members of the Supervisory Board who have not acted with the care of the proper economy shall compensate the damage caused by the undertaking.
(2) Where a member of the Supervisory Board is an employee of an undertaking or an employee of the founder of an undertaking, it shall make good the damage caused to the undertaking within the scope of Article 12a (2). For the purposes of determining the amount of compensation for damage to members of the supervisory board who are employees of the undertaking, the amount of their earnings received on the undertaking shall be based on the amount of their earnings received on the undertaking, the members of the supervisory board who are employees of the founder shall be based on the amount of their earnings received on the founder. Similarly, the amount of compensation to be reimbursed by the other members of the Supervisory Board shall be determined on the basis of the amount of remuneration they have received in connection with the performance of the duties in question.
(3) If the Supervisory Board gives its consent to the conduct referred to in paragraph 1, but as a result of such conduct, the undertaking shall suffer harm, the Director and the members of the Supervisory Board who have not acted with due diligence, together and severally, to the extent provided for in paragraph 2.
(4) Paragraph 12a (1) and (3) shall apply mutatis mutandis when assessing whether the members of the Supervisory Board act with the care of a proper economy. ';
45.
(1) The Director of the undertaking, its representatives and members of the Supervisory Board may not:
(a) to engage or engage in other gainful activities in the object of the business of the undertaking, whether for the benefit of other persons or to mediate business for another;
(b) be a member of the statutory or supervisory body of a legal person having the same or similar business;
(c) participate in or engage in other gainful activities for the benefit of a commercial corporation with the same or similar object of business, with the exception of the ownership of shares acquired in coupon privatisation.
(2) With the agreement of the founder, the director of the undertaking, his representatives and members of the Supervisory Board may be a member of a statutory or supervisory body.
(a) legal persons having the same or similar object of business, in the case of a legal person in which the undertaking has a holding;
(b) legal persons other than a trading company having the same or similar business; or
(c) undertakings having the same or similar business subject to an undertaking established under this law.
(3) If the founder finds out or learns of a breach of the prohibition of competition referred to in paragraph 1 or 2, he shall withdraw the Director or a member of the Supervisory Board from office; If the founder finds that the prohibition of competition referred to in paragraph 1 or 2 has infringed the Deputy Director, he shall order the Director to remove the Deputy Director from office. If those persons benefit as a result of failure to comply with the prohibition on competition, they shall give the undertaking the benefit thus obtained; If the issue of the acquired benefit is not possible, it shall be replaced in cash. This shall be without prejudice to the right to compensation. '.
46. in Paragraph 15 (a), the words "including merger, merger or division" shall be replaced by the words "and issue a decision on the conversion of an undertaking."
47. In Article 15, the words "including its item specification 'shall be added at the end of the text in point (d).
48. in Paragraph 15 (f):
"(f) within 3 months of the date of registration of the undertaking in the commercial register, issue the status of the undertaking in which it shall determine in which other cases the Director's deliberations require the prior approval of the Supervisory Board; the Statute shall also contain rules governing the economic activity of the undertaking, rules governing the control activities of the founder and principles governing the management of the company's assets, '.
49. footnote 11 reads as follows:
"11) Act No. 255 / 2012 Coll., on Control (Control Regulations). '.
50. In Article 15 (j), the words "without undue delay 'shall be inserted after the words" is required'.
51. At the end of Paragraph 15, the dot is replaced by a comma and the following points (l) to (m) are added:
"(l) oversees the proper exercise of the right to manage the property of the State, in particular the economic, efficient and efficient use of that property in the pursuit of business activities, and checks how the undertaking handles that property;
(m) assist businesses in the research, development and innovation programmes supported by the state budget or other public sources of funding. "
52. In Paragraph 15, the current text becomes paragraph 1 and the following paragraph 2 is added:
"(2) In carrying out the activities referred to in paragraph 1 which affect or may affect the business's management, the Founder shall act with due care of the economy. ';
53.Paragraph 16 (1) reads as follows:
"(1) The property of the undertaking may be withdrawn by the founder only in the cases and under the conditions laid down by law. '
54. In Article 16 (2), the word "State" after the word "property" and after the word "property" is replaced by "undertaking," the words "under special legislation" are deleted and the words "ownership or other similar law of the State is or is not" shall be replaced by the words "is or is not the property of the State."
55. in Paragraph 16 (3):
"(3) The legal acts relating to the assets of an undertaking, without prior approval of the founder prescribed by this Law or Statute, shall be void; such invalidity may be called within six months of the date on which the person entitled became aware or was able to know, but not more than ten years from the date on which such action took place. ';
56. Paragraph 16 (5) reads:
"(5) The undertaking is liable for debts by the undertaking's assets."
57. in Article 16 (6), the word "commercial" shall be deleted and the word "undertaking" shall be inserted after the word "property."
58. In Paragraph 16 (7), the word 'is replaced by' the previous'.
59. Paragraph 16 (8) is deleted.
Paragraph 9 shall become paragraph 8.
60. Paragraph 16 (8) reads as follows:
"(8) The land with which the undertaking has the right to manage, the infrastructure of Class II or Class III or the local communications owned by the local self-governing unit (25) shall be transferred free of charge by the undertaking, at the request of the local self-management unit, to the extent strictly necessary after the former consent of the founder to the ownership of the local self-management unit. Another real estate item with which the enterprise has the right to manage may be transferred free of charge by a donation agreement to the property of the local self-governing unit or association of local self-governing units (25) on the basis of a proposal from the founder after the prior approval of the Government. This property, which the Government has decided to transfer, shall be deemed to be permanently unnecessary for the State. '
footnotes 12a to 12c are deleted.
61. A group title is inserted above the designation of Section 17, which reads: "Acquisition of property and management of the property of an undertaking '.
62.
(1) The Founder may decide, in the course of the business of the enterprise, to increase or decrease the extent of the property provided for, if urgent strategic, economic, social, security or other interests of the State so require.
(2) An undertaking may only use the designated property with prior approval of the founder.
(3) The designated assets shall be monitored separately in separate analytical accounts in the company's accounts.
(4) The undertaking is obliged to dispose of the property of the undertaking in accordance with the public aid rules. '
Sign in for notes, favorites and notifications
Regulation Information
| Citation | Act No. 253 / 2016 Coll., amending Act No. 77 / 1997 Coll., on State Enterprise, as amended |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 05.08.2016 |
|---|---|
| Effective from | 01.01.2017 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
Comments 0